The Clock Strikes Twelve
by a0r123
Summary: SPOILERS FROM THE NAME OF THE DOCTOR. Summary: Clara witnesses the Eleventh Doctor regenerate. Fluff. Heartbreaking. Read and Review!


_Author's Note: I ship Whouffle (Clara/The Doctor) This fic is set at the end of the 2013 Christmas Special._

**The Clock Strikes Twelve**

Injured and wounded The Doctor stumbled into the TARDIS. He had most of his weight on Clara who was trying to keep him steady. "Doctor, Doctor, listen to me, you're going to be fine!" Clara whimpered desperately and hugged his torso tight to make sure he stayed upright.

The Doctor was weak and could barely stand, nonetheless walk. He collapsed to the floor cringing. "No- he had good aim; perfect aim-" He cut himself short when he glanced down at his hands, now glowing dimly with regeneration energy. "It's happening."

Clara crouched down beside him. The Doctor studied his hands. The light began to seep through his palms and gradually make its way to his fingertips. "Regeneration." Clara whispered. Her eyes were wide, she could feel her palms begin to sweat and her chin start to quiver. Her gaze dropped from the Doctor's eyes in fear he would see her feelings clearly etched on her face. Her nimble fingers gently took hold of his sleeve and kneaded the fabric nervously. She watched her fingers work until The Doctor stopped her hand.

"Clara," He began. He reached for her cheek and cradled it in his palm. "My sweet and beautiful and impossible Clara," Clara quickly grasped his hand on her face. "Please don't cry. I'm not going anywhere." He tried to give her a smile but anyone could see there was pain in it. "You can still travel in the TARDIS and fly across the universe."

Clara just shook her head. "It won't be the same. It never is. Every time I've met you before you are always different. Not only a different face but with different desires; different plans." The Doctor bit back a shout. He could feel the energy creep up his forearms now. "I don't want to lose this you just yet." By now Clara's voice like a mouse, barely audible.

The Doctor winced but shook off the pain for just a moment. "Name one thing you want to see or hear, or what's that one place you want to go, with me as I am now?"

Clara began to chuckle. The Doctor let go of her face and she dropped her gaze to the ground. "It's rather silly, but when Angie and Artie tagged along. When we visited Webley's World Of Wonders, you said something." The Doctor looked at her, puzzled. "Well, you weren't quite you so you probably don't remember, but," Clara took a deep breath. This was the trick. The trick that came along when traveling with the Doctor. "You called me funny and pretty and-" She stopped. Her cheeks turned to blush.

This made the Doctor slightly confused. Since when did he have this effect on Clara? "And you said that you had feelings for me. Feelings such as, more than friends kind of feelings." Clara was still looking away. "Was that true? The Cyberman in your head had access to your thoughts, memories, emotions. Yes, he was plotting to take over your mind but he took a look inside that big head of yours and found something about me." She was rambling now. She knew it and all the Doctor could do was stare at her.

He couldn't deny, there had been wandering thoughts about the girl. She certainly was funny and calling her "pretty" was an absolute understatement. Clara Oswin Oswald was a beautiful human being. To try and block out the pain, now past his elbows and pooling at his feet, The Doctor thought back to Oswin and the Victorian Clara. Both women were so strong and so brave. They were stubborn but utterly determined to help him. Clara Oswin Oswald: The girl who was always brimming with curiosity and adventure. He searched her face and her expression was completely sincere. Pain came and went quicker now. The Doctor chuckled. "A mystery wrapped in an enigma squeezed into a skirt that's just a little too… tight." He smiled again until he suddenly was hit with a wave of pain. He screamed. Clara stayed close and didn't even notice the trails of salty tears stinging her eyes. She hated to see him in pain. She was supposed to be protecting him, saving him from this. "Clara-" The Doctor choked out. "You have to get away. Back up!" He tried to shoo her away but she didn't budge. "Clara," His hearts broke when he realized she was crying now. Her exquisite eyes were puffy with tears. "Clara, come here." He took a deep breath and pushed through the pain. He sat up and collected the girl in his arms. "My impossible girl," he clutched her tight. He was running out of time. He pulled away from their embrace and studied her face. He took her face in into his hands, feeling the soft contours of her skin. How grateful he was that this was the last thing that he would touch. The Doctor was hesitant. He pushed away any thoughts of pain and focused just on Clara. It was like the world beneath his feet was slowing down. He reached forward and very softly, very gently captured her lips with his own. Clara didn't know how to react a first but realized what was happening fast. This seemed familiar. One of her past forms must have tried to kiss the Doctor before.

She kissed him back sweetly, he held her face in his hands. Regeneration energy was swirling all around them. He was minutes away from regenerating. The Doctor pulled back and genuinely smiled at Clara before lifting her up off him and dashing to the other side of the console. "I can't hold off the regeneration any longer!" He shouted. He screamed again. Every part of him was glowing.

Clara watched in horror as he twisted and coiled from the pain. Then his hands flew into the air and she couldn't make out his face. All extremities were shielded by the piercing, golden light. The Doctor was still screaming and more tears welled up in Clara's eyes. She sat there motionless on the floor and witnessed her Doctor change. The yelling subsided. The light surrounding the Doctor dimmed. Standing in front of her was a very different man. The only thing left behind was his clothes. Clara smiled at the bow tie and suspenders.

"Doctor?" Clara asked softly. She started to stand, placing a hand on the TARDIS console to steady herself. "Doctor, how do you feel?" The man was checking for limbs, running fingers through his hair, feeling for ears and running his tongue over his teeth.

"I never get used to that." He said. His voice was completely different. "Blimey are these trousers tight!" He looked down at his pants. "Clara, first order of business: I need to get new pants." He began walking around pressing buttons and activating levers on the TARDIS console.

"What are you doing?" Clara asked, falling into step behind him as he ran around the console pressing more buttons and lighting up the console panels. Suddenly the Doctor spun around to face Clara and because she was right on his heels they were inches away from each other, face to face. Without any warning. The Doctor kissed Clara right on the mouth. She was taken aback but responded until he quickly pulled back.

"Mhm- I think I like that." He smirked. Clara blushed profusely. The Doctor turned and continued to work the panels. "Oh- and Clara," He said.

"Y-yes, Doctor?" She stuttered.

"Merry Christmas!" He cheered and pulled the lever and sent the TARDIS flying.


End file.
